Watching
by The Invisible Child
Summary: Hey, this is my first Caryl one shot. Takes place in S4. Rated M for language and smut.


Daryl was watching her. Those big expressional doe eyes conveying secret messages to him, telling the story of her life. He couldn't drag his gaze away from hers. He was watching the life drain out of her eyes. She laid there helpless, slowly bleeding out, watching him back. Daryl couldn't tell you why he was watching her. Maybe it was because he knew she was once a mother. Maybe it was the mesmerizing way she kept the eye contact. So, Daryl sat there in the grass, smoking and watching her die. This was like some Bambi shit gone wrong. **_You are losing your shit Dixon_**. Fuck, he knew the voice in his head was right. Maybe he was finally losing his shit. Maybe it was because Daryl was the last Dixon standing, he had no one left in this fucked up life.

The life had left her, she was dead but Daryl wasn't ready to go back just yet. The woods were quiet but his mind was running wild. Thoughts about his past, present and future. His past had been fucked up. The present wasn't any better. At least Daryl had Merle growing up, when he was around. It had been now a bit over a month that Daryl killed walker-Merle and it still plagued his mind with guilt. Guilt. Daryl figured it was the only reason he was still with the group. He had no real connections with the people, they weren't family or blood. That was gone. Guilt was the only thing left. Guilt was why Daryl was in the woods. Chipping away a small piece of guilt one kill at a time. Making sure the kids had food, fuck the grown ups, they were capable enough to feed themselves. Yeah, it was the guilt for the kids. Past connecting with the present. Daryl knew what the future was like. Running, fighting and surviving. Things he had done since he could walk. If his future was with the group, well, Daryl wasn't that sure of that anymore.

Since the new folks from Woodbury came, the prison had been packed with nosy, noisy people and they were getting on Daryl's last nerve. The group was pulling their weight, doing what had to be done unlike the folks of Woodbury. Sure, most were old fucks but the rest weren't any better. There wasn't much to be done about that so Daryl finally hauled his ass off the grass and grabbed her lifeless form and headed back to the prison.

-D-

Carl was patrolling the gate, even the kid was pulling his weight. Daryl could see the prison yard buzzing with people. Shit, he hated when people were out when he came back. On cue the questions began.

"How was the hunt Daryl? Were there a lot of walkers? You look like you need a shower. Dad was getting worried, you were gone for long. Judith almost stood up today by herself.."

Daryl stalked past the kid tuning out the rest what he saying, giving a non-verbal grunt of an answer. People were watching him as he dropped off the kills to the women, grunting to the other questions that he tuned out as well. Daryl was fucking exhausted and wanted to sleep before watch. The kid was right though, he needed a shower. Daryl was covered in walker guts, blood and sweat. He left the questioning women and stalked inside. Of course once he got in the common room, Rick found him and more questions followed. Daryl was so fucking done with these people. _**Maybe I should leave**_ , Daryl thought to himself while Rick went on and on about how things had been back at the prison. Home as he called it. **_This wasn't a fucking home_**.

"We were worried. You usually don't stay out this late."

"Yeah, heard that from your kid."

"Daryl, I know it's been hard since you lost Merle but people care about you."

Daryl rolled his eyes to Rick as a response. Fucking people cared that he provided fresh meat, not about him. Daryl was just a means to an end.

"You can try and pull away but I know she won't let you."

Daryl was done with this conversation, so he continued his stalk leaving Rick behind standing in the common room. Daryl made his way to his cell. Woodbury folks had forced people doubling up but he was not sharing, he needed some privacy since he had to leave the perch. Grabbing clean clothes, dumping his hunting gear on the floor, Daryl headed to the showers.

-C-

He didn't show up for dinner, it was the third time this week that he opted for watch instead of eating with everyone else. Carol sighed and handed another bowl of food to someone else that wasn't him. He had been doing so well before Merle had gone and went to a suicide mission. He was hurting, feeling alone and avoiding everyone. Up before dawn, hunting in the woods until the sun went down then he was on watch until people were asleep.

"He's on watch again."

Carol answered Rick's question before he even had the chance to open his mouth. Rick nodded and took the bowl and ladel from her hands.

"You should take him dinner. Eat with him. Maybe he'll talk to you."

Rick scooped food to another bowl and handed her both.

"You know he doesn't talk to anyone anymore."

Rick gave her a look that said _**y**_ ** _ou and I both know that's not true_**.

"Go. You're holding up the line."

With another sigh Carol left the common room and headed to the watchtower. Truth was that he used to talk to her, even when he didn't talk to anyone else but lately he opted for grunting but Carol spoke fluent Dixon at this point. She missed him, he was her best friend in this 'new' world. They were the odd ones out. It had taken an year to get to this point but now he was pulling away from it and Carol was afraid it was for good. That she was finally losing him. Carol was lost in her thoughts of him, that happened more than she would like to admit, until she saw him.

He was standing near the railing, his hands gripping it, his gaze on the horizon but ears alert. He knew Carol was there before he even saw her, she knew it from his body language. That little tensing of his body. He was quiet as Carol set a bowl on the table next to him. They stood there eating in the quiet watching the darkness setting. It wasn't one of those relaxed quietness between them that they used to have. It was tense, you could've cut it with a knife. Not once did he look away from the tree line, not even when he set the bowl back on the table. Carol cradled her now empty bowl in her hands. Nothing. Carol didn't know how to reach him anymore. He was always so close but so far away.

Carol took his bowl, turned away and stopped after three steps to look behind her shoulder to his stoic form. _**Don't slip away. I can't lose you too. I love you Daryl**._ He sighed deeply and Carol left the watchtower to go do the dishes instead.

-D-

The sun wouldn't be up for another hour but Daryl couldn't sleep anymore. Sleep wasn't something he ever had much, it eluded him. His dreams were mostly nightmares, about killing Merle, and that was another reason to not sleep. Tonight the dream wasn't about Merle, it was about Carol. She had brought him dinner on watch last night, the night before that and again tonight. Standing and eating with him in the tense quietness that surrounded them. She understood that Daryl didn't want to talk. That he didn't want to be around people. She left him alone except to eat dinner with him. Daryl didn't know when it happened but it had. It took him a long time to realize why he was having dreams about Carol. Why he was thinking about her more than the others. Why he looked out for her the entire winter after they lost the farm. She had become his best friend, slowly but surely. She understood him. Knew him, sometimes more than Daryl knew himself.

The dream had started out like every dream about Carol for the past six nights. Daryl was on watch and she would bring him dinner. Her blue eyes sparkling in the moonlight as she looked at the horizon. Her silver hair giving her an ethereal glow. All things that had happened during the waking hours of late watch that day. But in his dream, Daryl would watch her directly and not from the corner of his eye. She would smile, turn her head and give him that look. Daryl would smile back at her and return the look. A loving look.

Daryl sighed heavily and sat up on his bunk. It was all very innocent but the dreams left his heart pounding in his chest. Daryl was in love with his best friend and didn't have a clue what to do about it. Daryl knew she deserved someone better, that she could never return his feelings. Carol was the kind of a woman who deserved the moon and the stars. To be treated right, to be loved right. Things Daryl didn't know about. Daryl saw the way the other men looked at her. _**Each one of them better suited for her than my sorry ass** , _but Daryl couldn't stop these feelings. Daryl was basically torturing himself. Daryl had no one left to torture him so he did it.

 _ **You're not worth her time. She could never love you. She doesn't need you. None of them need you. You're not important part of the group, they could provide fresh meat without you. You're worthless. Expendable**._ It was all true. Daryl could leave and no one would miss him. No one would care. **_Fuck, they would only notice it once the meat ran out. Fuck, maybe I should really leave them. Give her a chance to be happy_**.

-C-

Something was up with him. Carol couldn't figure out what it was but it was something big. She could see it in his stormy blue eyes. He had been hunting more this past week than ever, bringing back as much meat that would last them two weeks. No one saw him expect when he hauled his kills back to the prison and at watch. His empty bowl was on the table but Carol hadn't taken a single bite yet. She was sick with worry, she couldn't eat. Carol set her full bowl next to his, turned and looked at him. His shoulders were hunched, his grip on the railing was loose, he looked almost defeated. Carol couldn't take this anymore. The silence was deafening.

"I don't know what's been going on with you lately but I want you to know I'm still here for you. Whenever you feel like talking again, I'm here. I know you, you need time and space but something is wrong Daryl. I can feel it."

He sighed and actually looked at her. Carol had forgotten what an impact his eyes on her had. Every time Carol was blown away by the intense stare in his blue orbs. He didn't say anything, he just looked at her. His face was filled with worry, guilt and something else Carol couldn't figure out. He gave her a sad smile and shook his head, turning his gaze back to the tree line.

This was bad. Whatever was going on was really bad. Carol knew it in her gut. The small fragment of worry that Carol previously had, before that look, had consumed her being. Carol was petrified. Her bones ached with a coldness Carol hadn't felt since Sophia went missing.

"Daryl.. Don't. Whatever you're thinking, don't. I, uh, I.."

Her voice drifted away when he looked at her again with that sad smile on his handsome face. That smile broke her heart.

"It'll be okay. You'll be fine Carol."

Carol was stunned. He never had once said her name to her. Daryl motioned for her bowl but Carol couldn't eat. The dread that had settled in her was too much. Carol took her full bowl and his empty one and left the watchtower. **_What was going on? Should I tell someone? Rick? Does he know what's going on? Where is Rick? Shit, why are there so many people in this prison. Can't find anyone these days._**

It took Carol a while to find Maggie and ask her if she could take care of Carol's dinner shift to which Maggie agreed, and luckily Rick was not hard to find. Rick was in his cell holding a sleepy Judith in his arms. The sight of the two of them almost warmed her heart, almost.

"Rick, what's going on with Daryl?"

There was no time to stall, to have a small talk. Rick sighed and looked at her like he was lost as well.

"I was going to find you later and ask you the same thing. He hasn't been himself all week. I figured you would know since you're pretty much the only person he spends time anymore outside the woods."

Carol shook her head. Something was going on. Whatever it was, she couldn't let it happen.

-C-

Daryl had been back from watch for an hour but he wasn't sleeping. There were no tell tale signs of his deep breathing or soft snoring when he was really tired. No, he was awake. There was an upside to being a light sleeper. You got to know people differently in the dead of night. Carol's cell was right next to his and Carol hadn't slept an eyeful the entire night. Her mind was running with different scenarios, looking for reasons behind Daryl's unusual behavior. Now she was just laying in her bunk, listening for any signs.

It took about half an hour until the signs came. He was shuffling quietly in his cell, it sounded like he was packing his bag. Maybe to get ready for an early hunt, Carol figured. The sound of a pencil scribbling to a paper carried to Carol's ear and that was when she knew he wasn't preparing to go hunting. **_Maybe it was for a run and he was just writing a note to Rick_**. Deep down Carol knew it wasn't that but she couldn't face the truth. He wouldn't do that to the group. **_To me_** , Carol thought. Carol got up quietly from the bunk and slipped on her worn sneakers. In her dark blue sleep flannel pants and a matching top, she stood behind the blanket that covered her cell door.

Her heart was beating loudly in her chest with each passing second that seemed to drag on for hours. She tried to control her breathing, trying to keep as quiet as a mouse. The soft footsteps of Daryl stopped behind her cell and she held her breath.

"I'm sorry Carol."

Daryl whispered, the soft footsteps continued outside her cell down the stairs and out of the cellblock. Carol grabbed her emergency bag, rifle and knife and started making her own quiet path down the cellblock. She didn't make noise, no one stirred as she made her way outside and saw Daryl walking the Triumph toward the gates. Carol saw Daryl saying something to Tyreese who was keeping guard. Tyreese nodded and began opening the gates for Daryl.

He was leaving. _**NO! No, no, no, no**_. Carol started running for her life after him. Daryl was at the outer gate when Carol finally caught up with Tyreese, who only kept the gate open enough for her to get through. Carol kept running. **_He is not leaving me!_** Daryl was already straddling the bike when Carol had finally caught up. Out of breath, panting, every muscle aching in her body, Carol hit Daryl hard in the arm.

"How dare you leave! You can't leave! We need you, I need you Daryl. You can't leave!"

Daryl's face was emotionless as he watched her, yelling and hitting his arm until the fight left her body and she collapsed on her knees onto the dirt road.

"Go back Carol. This is for the best."

Carol could feel her heart breaking, the tears threatening to fall but she didn't let them. She refused to break. She was stronger than this. She got up and shouldered her bag and rifle again.

"No. If you're leaving, I am coming with you."

"No, you're not. You're going to turn back. They need you."

"They need you too Daryl."

He shook his head and sighed. Carol could feel her resolve breaking.

"I need you."

Daryl gave that sad smile again before he spoke with a soft voice that Carol hadn't heard before.

"No, you don't. You're strong now, I made sure of that. You'll survive, that's what you always do."

Carol was starting to get pissed off now but swallowed it down. She shook her head and sat her ass down behind Daryl, grabbing him hard around the waist, burrowing her head against his shoulder that wasn't covered by the crossbow. For a minute it was silent again and Carol thought she had won but then his hands covered hers softly and he spoke in that soft voice again.

"I can't do this Carol. I have to go."

"I'm coming with you, I already told you I am not leaving you and I fucking mean it. You'll have to pry my dead cold hands from around you."

Carol felt the laugh he was trying to keep inside. She was not one for swearing but this was serious shit. It was quiet for another minute.

"What about lil' Asskicker? You gonna leave her? I know you love her like she's your own."

It was true, Judith was the one weak spot she had in her heart. Carol knew what he was doing but Daryl didn't know that if he left, she wouldn't have her heart anymore. She had given her heart to him slowly, piece by piece. **_I can't tell him that he is my reason for living. He'll throw me out and never come back_**. Carol decided to keep quiet instead like a petulant child. Daryl eventually gave up, turned the bike around and returned them both back to the prison.

-D-

Three days later, no one still had any clue, Tyreese had promised not to tell anyone. Carol had stayed that night in Daryl's cell in the top bunk, not leaving his side. Three days later she was still sneaking to that top bunk after everyone had gone to sleep and stayed until Daryl had left to hunt. She kept silent watch over Daryl at all hours of the day. Keeping track of the tracker. It was starting to get on Daryl's nerve. She was the whole reason why he had tried to leave and now she was constantly there. Hovering over him.

That night when Daryl got to his cell it was empty and he felt almost disappointed. **_Maybe she finally got sick of you_**. Daryl laid his crossbow next to his bunk up against the wall, the rifle next to it and sat down on his bunk to take off his boots. He stood up to take off his poncho, vest, jacket and shirt when he heard a small gasp behind him. He stood frozen in the middle on his cell, shirtless, vulnerable. He strained his ears to hear her stepping closer and then felt her arms go around his waist and her head laid between his shoulder blades. It took a few seconds for him to relax into her touch. There had always been something comforting in her touch, especially after that kiss to his forehead at the farm.

He could feel her moving slowly around to his front, her arms loosely still around his waist. His gaze was already at the floor and he watched as the top of her silver head came to his view. He was trying hard to keep his breathing even and fighting the urge to sniff the fuck out of her hair. Her gaze was intent on his bare chest and he noticed a tint of pink spreading to her cheeks. Something snapped in that moment when she lifted her bright blue eyes to his. She gave a small smile before she stepped away and climbed up to the bunk.

He stood still for another moment before lifting his eyes to find her back turned to him on the top bunk, covered in a blanket. A smile slowly creeped to his face as he laid down to his bunk, still shirtless and fell asleep with that smile on his face.

-D-

It was supposed to be a normal run, they had done this a million times, they had been at this town three times before without a problem but now here he was, trapped in a small closet in the back at the pharmacy store with Carol. The herd came out of nowhere and there were at least forty of them outside, there was no way they could fight them, they had to wait. He knew the other's wouldn't start worrying until the sun went down and then tomorrow at dawn they would come looking.

"It's okay Daryl, I'm fine. It's not so bad, I can wait."

Not only was he worried about the herd but he was worried about Carol, she was claustrophobic and the small closet was six by six feet at best. She had insisted on going on the run with him, still not letting him out of her sight.

"The others will come tomorrow morning."

He tried to reassure her and she nodded gazing around the closet. He could see it in her eyes, the panic setting in. He went to stand in front of her and with his finger lifted her chin to meet his eyes.

"It's going to be okay. You're not alone."

 ** _When did her skin get so soft? Why am I caressing her cheek like this? What the fuck am I doing_**. Carol was staring deep into his eyes, looking straight down to his soul and he shivered under that gaze. **_Shit, am I sweating? Why do I feel nervous? It's just Carol_**. He kept repeating that last part in his head over and over again, like a personal mantra. His eyes were still locked on hers, his hand caressing her cheek when he felt her hands softly making their way around his waist. The look in her eyes shifted for a second but he caught it. **_Fuck it_**.

He grabbed her hip with his other hand and crushed his lips to hers. He felt Carol instantly respond and it lit fuel to the flames that were burning slow inside of him. The kiss was not a soft first kiss like she deserved but fueled by his need to feel her. His lips were demanding on her as he backed her to a wall.

-C-

 ** _Holy shit, this is happening_**. Carol could feel his toned chest heaving up and down as he tried to breath raggedly without breaking the kiss which was leaving her feeling light headed. She could feel the erection pressing against her lower stomach making her panties wet. The kiss was growing to a very passionate one. His tongue slipping to her mouth, twirling and dancing with hers in an erotic way. A moan slipped from her mouth. His hand was holding the back of her neck firmly keeping her in place while his other hand on her hip traveled under her shirt, the electricity that transferred from his fingertips to her skin made her feel alive. Just as his hand was underneath her bra, inches from her breast which she was dying for him to touch, Daryl broke the kiss. His blue eyes were dark with want, almost a predatory look on his face and he grinned like he was about to eat her up. She shivered, the lust licking up her spine and spreading to each cell in her body. He licked his lips sinfully.

Carol licked her lips, his taste still on them, trying to catch her breath. She was dying to touch his naked skin, for him touch her skin but he just continued to stare at her. It was almost like the calm before the storm. His hand started lifting her shirt slowly until you could see her plain navy blue bra and then he whipped it quickly over her head. His predatory gaze still on Carol's eyes, his hands swiftly unclasped the bra and let it drop to the floor. Her nude chest was heaving, she felt couldn't get enough air in her lungs, the air was thick with want. Daryl's hands were not uncertain when he finally grabbed both of her breasts in them. That wicked look he gave her before kissing her deeply again made Carol's head spin.

His lips made a path to her neck, to her shoulder, between the valley of her breast and finally to her nipple. He licked the pink nub, squeezing both breasts firmly as he nipped at her skin. Carol had all forgotten about that they were in a dirty closet, the walker threat outside, the entire world's existence as Daryl growled against her skin. Her hands went to his hairs, combing it lovingly between her delicate fingers as Daryl began slowly kissing his way up again. His hands were at her pants, popping the button open, sliding the zipper down and easing her pants and panties down her legs. Carol was afraid she might pass out when she felt his fingers on her heat. Slowly his fingers played with her lips, his breath hot on her neck as he kept kissing her sweet spot behind her ear.

Daryl's fingers were slick with her juices, his thumb found her clit and made small slow circles on it. Carol started to pant, she was already so close to falling apart. She could feel Daryl smirking against her skin.

"Look at me."

Daryl growled lowly and Carol's eyes snapped open, she looked into his lust filled dark orbs. Two of his fingers plunged inside her core and Carol moaned loudly. He smirked at her before kissing her lips again in that way that made her entire being shiver. His fingers were slowly stroking her insides, his thumb moving faster on her clit and the way his tongue matched the movements of his fingers were making Carol coming undone. She clenched around his fingers, feeling the first wave of her orgasm coming. His thumb added a bit more pressure on her clit and moved his fingers faster and harder, just like she needed him to. The second wave of her orgasm hit her and soon she came with such immense pleasure, the most glorious orgasm she had ever had. Carol's mouth was greedily devouring Daryl's mouth to stop screaming his name. He stroked her insides until she was relaxed against him again.

Daryl licked his fingers clean and stepped a half a step back to pop the button on his jeans open, quickly unzipping and pushing his jeans down his legs. _**I always wondered if he went commando. Maybe that's why his ass always looks so fine in his dirty jeans**._ Carol's mouth dropped open when her eyes went to his cock. It was long, thick, beautiful just like Daryl. Her heartbeat began beating wildly against her ribs.

"This won't be gentle Carol."

Carol nodded her head enthusiastically. She didn't care at this point, she was sure she would burst into flames if she couldn't feel him deep inside her immediately. Daryl lifted Carol by her hips, her legs wrapping around his waist and he shoved her against the wall hard. Carol winced at the pain but it mixed with the pleasure making her wither in his arms. Daryl kept his eyes on hers as he went to guide his throbbing cock to her opening and slowly slid his cock inside of her wet heat. Just the sheer size of him made Carol's body hum with joy. Her mouth parted as Daryl began moving inside of her. Carol couldn't take this, she had to feel his skin against her own. She ripped the front of his shirt open, sending buttons flying everywhere. The dark look in Daryl's eyes grew more intense as he slammed his cock deep inside her. Making her feel every torturing inch of himself move inside her. Carol was panting against Daryl's mouth, he was grunting back. Their eyes still connected. The mental connection they shared in this most intimate act of two human beings can share was profound to both. Carol felt her soul complete. His body was glazed in a thin layer of sweat, making him look even more delicious.

"I love you Daryl."

Carol whispered to him. All of a sudden his lips ravished hers, his tongue dancing with hers, Carol's mind was spinning at the intensity of the kiss. His hips slamming to hers harder, his cock hitting all the deepest parts of her core, hitting that glorious spot inside her. Carol felt now the familiar feeling of her orgasm building up from his rough fucking, her walls clenching greedily at his cock. Daryl kept slamming into her. He was being relentless. The kiss was punishing, his mouth devouring hers. His movements were getting sloppy and Carol knew he was close. Her walls were convulsing around his cock, ready to burst out of her seams. He thrust in her hot core a few rough times more before Carol's entire world shattered around her. She ripped her mouth from his and bit down on his shoulder to keep herself from screaming. She was gripping his cock so hard that Daryl came with her. She felt him jerk and then his hot load hit her walls. Daryl grunted loudly into the crook of her neck and kissed her softly there as he came down from his high.

"I love you too Carol. So fucking much."

Carol felt her heart sore. She had never felt more complete than in this moment. Daryl was still inside her and was confessing his love for her. **_If this is a dream, please don't let it stop_**. She kissed softly the angry spot she had bitten down onto and looked into those familiar stormy blue eyes and she finally knew what that look was in his eyes. It was love. She gave him a small smile before kissing him softly.

-D-

"Okay, we can do this. There's only five walkers anymore and the others will be here soon. We can make it."

Daryl nodded to Carol who was behind him waiting for them to make the escape they had discussed after he peeked from the door to assess the situation. Carol nodded back to him. _**We can do this**. _ Daryl had woken up with her still lying in his arms, it had been the best night and morning he ever had. His heart felt full. His best friend loved him like he loved her. The dream had come true. He hesitated for a moment, looking back at the door and her beautiful brave face. **_No backing down Dixon_**. Daryl kissed her one last time deeply.

One more nod and Daryl got his crossbow ready. He slowly opened the door, the walkers didn't notice them and he shot the closest one in the back of the head. He reloaded quickly and shot another one, from the corner his eye he saw Carol's knife slip into the back of the third walker. **_Good girl, you got this_**. Daryl refocused his gaze and killed the last two walkers between him and the door. He saw the familiar green Hyundai outside, Rick and Glenn coming out of it and he felt relief wash over him. They were safe. Just as he got outside the front door he heard her scream from behind him.

Daryl spun around quickly and saw Carol pinned on the floor with a fat walker on top of her. He shoved his knife to the walker's skull and heaved it off her body. Her entire left shoulder was covered in blood. _**No**._ Her screams died and Daryl saw the fear in her eyes. He crouched in front of her, wiped blood off her shoulder with his black bandana but it didn't come off. He felt panic settling inside himself.

"Shit, shit, shit. Carol, I can't get the blood off."

She touched his arms softly.

"Daryl, please look at me. It's okay. I'm sorry. I didn't see it, it came from behind the counter. I couldn't..."

Her eyes welled with tears that began to flow freely. _**She was dying**._ He sat down in front of her and took her in his arms, cradling her softly. Her face was tilted to meet his eyes. Daryl watched her. Those big expressional blue eyes telling him of her love. He couldn't drag his gaze away from hers. He was watching the life drain out of her eyes. She laid there helpless, slowly bleeding out, watching him back. Daryl couldn't tell you why he was watching her. Maybe it was because he knew she was once a mother. Maybe it was the mesmerizing way she kept the eye contact. Maybe it was because his heart was dying.


End file.
